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HomeMy WebLinkAboutAgenda Item Cover PageAGENDA ITEM COVER PAGE File ID: #18056 Resolution Sponsored by: Mayor Francis Suarez, Commissioner Damian Pardo A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S FINDINGS PURSUANT TO SECTION 18-182(C) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ATTACHED AND INCORPORATED AS EXHIBIT "A", AND WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; AUTHORIZING THE CITY MANAGER, PURSUANT TO SECTION 29-B(C) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, TO EXECUTE THE ATTACHED PURCHASE AND SALE AGREEMENT ("AGREEMENT") IN SUBSTANTIALLY THE FORM ATTACHED AND INCORPORATED AS EXHIBIT "B," CONVEYING THE CITY -OWNED PROPERTY KNOWN AS THE OLYMPIA THEATER, LOCATED AT 174 EAST FLAGLER STREET, MIAMI, FLORIDA ("PROPERTY"), AND LEGALLY DESCRIBED IN THE AGREEMENT, BETWEEN THE CITY OF MIAMI ("CITY") AND SPORTS LEADERSHIP AND MANAGEMENT, INC., A FLORIDA NOT - FOR -PROFIT CORPORATION ("SLAM") BY WAY OF QUITCLAIM DEED ("DEED") WITH RESTORATION REQUIREMENTS, USE RESTRICTIONS, AND REVERTER PROVISIONS, TO SLAM FOR THE REHABILITATION AND UTILIZATION OF THE PROPERTY EXCLUSIVELY FOR EDUCATION AND CIVIC PURPOSES, WITH TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING AMENDMENTS, EXTENSIONS, AND MODIFICATIONS TO THE AGREEMENT AND DEED, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AS DEEMED NECESSARY TO CONSUMMATE THE CONVEYANCE FOR SAID PURPOSE. City of Miami Legislation Resolution Enactment Number: R-25-0405 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 18056 Final Action Date:9/25/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S FINDINGS PURSUANT TO SECTION 18-182(C) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ATTACHED AND INCORPORATED AS EXHIBIT "A", AND WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; AUTHORIZING THE CITY MANAGER, PURSUANT TO SECTION 29-B(C) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, TO EXECUTE THE ATTACHED PURCHASE AND SALE AGREEMENT ("AGREEMENT") IN SUBSTANTIALLY THE FORM ATTACHED AND INCORPORATED AS EXHIBIT "B," CONVEYING THE CITY -OWNED PROPERTY KNOWN AS THE OLYMPIA THEATER, LOCATED AT 174 EAST FLAGLER STREET, MIAMI, FLORIDA ("PROPERTY"), AND LEGALLY DESCRIBED IN THE AGREEMENT, BETWEEN THE CITY OF MIAMI ("CITY") AND SPORTS LEADERSHIP AND MANAGEMENT, INC., A FLORIDA NOT - FOR -PROFIT CORPORATION ("SLAM") BY WAY OF QUITCLAIM DEED ("DEED") WITH RESTORATION REQUIREMENTS, USE RESTRICTIONS, AND REVERTER PROVISIONS, TO SLAM FOR THE REHABILITATION AND UTILIZATION OF THE PROPERTY EXCLUSIVELY FOR EDUCATION AND CIVIC PURPOSES, WITH TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING AMENDMENTS, EXTENSIONS, AND MODIFICATIONS TO THE AGREEMENT AND DEED, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AS DEEMED NECESSARY TO CONSUMMATE THE CONVEYANCE FOR SAID PURPOSE. WHEREAS, on July 24, 1975, the Maurice Gusman Cultural Center for the Performing Arts, Inc., a Florida not -for -profit corporation, conveyed, via Special Warranty Deed, to the City of Miami ("City") the property known as the Olympia Theater, located at 174 East Flagler Street, Miami, Florida, consisting of the theater and a contiguous ten -story building (the "Olympia Theater" or "Property"); and WHEREAS, the Olympia Theater is a unique landmark building that opened in 1926 as a silent movie palace, later serving as a theater hosting many significant acts in Miami's history, and in 1984 was added to the National Register of Historic Places; and WHEREAS, over the decades, the Olympia Theater has been an important part of the City's history and one worth preserving, restoring, and returning to its original glory, but has fallen into disrepair; and WHEREAS, the City wishes to enter into the Purchase and Sale Agreement attached and incorporated as Exhibit "B" ("Agreement") and transfer the Property by way of a Quitclaim Deed in substantially the form included in the Agreement ("Deed") to Sports Leadership and Management, Inc., a Florida Not -For -Profit Corporation ("SLAM"); and WHEREAS, SLAM is authorized pursuant to Section 1002.33, Florida Statutes to operate the charter school known as "Sports Leadership Arts Management Charter High School;" and WHEREAS, in early 2022, Miami Dade College, a public educational institution and political subdivision of the State of Florida ("MDC") issued RFP 2022-RM-1-11 to establish a school centered around innovation in downtown Miami, and entered into an agreement with Mater Academy, Inc., which is affiliated with SLAM, to accomplish this goal; and WHEREAS, since opening as a public charter school in August 2023, "Miami Tech at Mater Innovation Academy" has been successful and would benefit from additional space to incorporate arts and technology into its curriculum, which will be accomplished through a cooperative between SLAM, Mater Academy, Inc., and Somerset Academy, Inc. (the "Cooperative"); and WHEREAS, the Cooperative hosted three (3) community meetings with stakeholders on July 14, 16, and 17, 2025, to answer questions and receive input; and WHEREAS, student enrollment from local neighborhoods is desired, SLAM shall provide preferred student enrollment periods, in compliance with all federal, state, and local requirements; and WHEREAS, to ensure safety is optimized during renovation and operation of the Property, SLAM shall ensure the current safety cameras located at the Property remain operational during and after renovation; and WHEREAS, the City and SLAM want to ensure disruption to the community is minimized, SLAM shall provide a traffic study satisfactory to the City during permitting for restoration and operation of the Property, which pursuant to City's zoning code, Miami21, and City Code of Ordinances the City is the permitting authority to approve the traffic operation plan; and WHEREAS, SLAM also wants to ensure limited disruption to the community commercial stakeholders of the Property and made certain commitments to those business owners of the Flagler BID; and WHEREAS, to ensure the restoration and long-term preservation of the Olympia Theater as a historic property, the City wishes to convey its interest in the Property to SLAM to restore, manage, and operate the Property as a public education and civic facility; and WHEREAS, SLAM shall agree to honor all events scheduled at the Property prior to the date of the enactment of this resolution ("Events"), as well as assist in the continuity of the Downtown Development Authority's ("Miami DDA") Miami's Permit Clinic with a minimum of $10,000 assistance; and WHEREAS, the City shall retain the right to manage, oversee, and operate the scheduled Events, including, but not limited to, collecting all rental payments which shall be made payable to the City; and WHEREAS, the City and SLAM understand the value of making the Olympia Theater, a historic asset available to the public, the Theater will be activated for public use for no fewer than one -hundred eighty (180) days a year, between SLAM, MDC, and civic programming; and WHEREAS, upon transfer of title to the Property to SLAM, SLAM or a related entity will make the necessary improvements to the Property to accommodate the number of students permitted by the Property's established occupant load in order to provide educational programs of the public charter school, Miami Tech at Mater Innovation Academy, which will be renamed as the "Miami Innovation & Arts Academy" ("Academy") through the Cooperative's efforts; and WHEREAS, the parties anticipate MDC will serve as a higher education partner of the Cooperative by providing dual enrollment programs that enable high school students to earn college credit at MDC, and by developing academic pathways from high school arts programs to MDC's associate and bachelor's degree programs; and WHEREAS, the parties further anticipate that SLAM will serve as a venue partner for MDC's arts and culture programs, including academic ceremonies, performances, exhibitions and events such as Miami Film Festival and Miami Book Fair, and may provide dedicated studio spaces for MDC art and fashion students to support creative work, exhibits and hands-on learning; and WHEREAS, SLAM has agreed to an annual minimum budget of $750,000 to $1,000,000, towards Theater operations and cultural programming, including fundraising and in - kind support through educational amenities; and WHEREAS, SLAM will formulate and utilize an advisory council, or other similar structure, that will work with Miami DDA and other local arts and culture entertainment groups to advise on the civic/public programming to take place at the Property for a minimum of one - hundred eighty (180) days a year; and WHEREAS, as a condition precedent to closing, SLAM shall be required to submit to the City for approval an executed agreement with MDC, for MDC's programming at the Property, as further detailed in the Agreement; and WHEREAS, pursuant to Section 29-B(c) of the City Charter, City requirements for competitive bidding shall not apply when conveying property to implement projects of any governmental agency or instrumentality; and WHEREAS, Section 1002.33(1), Florida Statutes provides that all charter schools in Florida are public schools and shall be part of the state's program of public education; and WHEREAS, the Property is the subject of, and the City is presently a party to, pending litigation in the matters of Robert Gusman, Bruce Gusman and Jackie Gusman Thayer as successor trustees of the real property of Maurice Gusman Cultural Center for the Performing Arts, Inc., a dissolved Florida not for profit corporation, v. City of Miami, Case No. 22-23242 CA 01, pending in the Circuit Court of the Eleventh Judicial Circuit, in and for Miami -Dade County, Florida, and Maurice Gusman Cultural Center for the Performing Arts, Inc. a dissolved Florida not for profit corporation, v. City of Miami, Case No. 3D23-1842, pending in the District Court of Appeal of the State of Florida, Third District (collectively, the "Cases"); and WHEREAS, within thirty (30) days after Closing, the Plaintiffs in each of the Cases shall have voluntarily dismissed, with prejudice, all claims asserted against the City, as further detailed in the Agreement; and WHEREAS, the conveyance of the Property shall be subject to the requirement that SLAM, or a related entity, shall make all necessary interior and exterior repairs to the Property in order to bring it into recertification compliance and historic preservation standards as set forth under all applicable laws, including the Code of the City of Miami, Florida, as amended, ("City Code"), which is estimated at fifty million dollars ($50,000,000.00), within five (5) years of permit issuance, which time period may be extended by the City Manager, with such repairs including: (i) interior work that shall include, but not be limited to: a) reconstruction of previously demolished dressing rooms and crew rooms; b) reconstruction of decorative paint and plaster repairs in those areas on the theater that have been damaged by water intrusion; c) interior structural repairs; d) mechanical systems retrofit including new chiller and cooling tower; and e) electrical, fire alarm, and fire protection repairs; and (ii) exterior work that shall include, but not be limited to: a) roof replacement; b) window replacement; c) entrance doors replacement; d) restoration of all ornamental iron railings; d) replication and restoration of all facade ornamental terracotta tile, brick, and stucco; e) restoration of the Flagler Street marquee; and f) restoration of the ticket booth (collectively, the "Restoration Requirements"); and WHEREAS, the conveyance of the Property shall also be subject to the requirement that the Property be used for public education and civic purposes, as further detailed in the Agreement and Deed (collectively with the Restoration Requirements, the "Restrictions"); and WHEREAS, if the Property is not restored, or is no longer used for public education and civic purposes, each in accordance with the Restrictions, the Property shall revert to the City ("Reverter"), as further detailed in the Agreement and Deed; and WHEREAS, the Property will be conveyed on an "as -is, where -is" basis, without express or implied representations or warranties, including but not limited to those relating to the Property's condition or sufficiency of title; and WHEREAS, the City Manager recommends that the City remise, release, and quitclaim the Property to SLAM, subject to the Restrictions and Reverter, pursuant to Section 29-B(c) of the Charter of the City of Miami, Florida, as amended ("City Charter"), for the purpose of providing public education programs with a focus on innovation and the arts; and WHEREAS, the City Manager hereby finds that the proposed conveyance of the Property and a waiver of the restrictions contained in Section 18-182(a) of the City Code is in the best interest of the City; NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the City Manager's findings pursuant to Section 18-182(c) of the Code of the City of Miami, Florida, as amended, are ratified, approved, and confirmed, and the City Commission hereby waives the requirements for said procedures. Section 3. The City Manager is authorized,' pursuant to Section 29-B(c) of the City Charter, to execute the Agreement and Deed in a form acceptable to the City Attorney, to convey the Property, with the Restrictions and Reverter, to SLAM. Section 4. The City Manager is further authorized1 to execute any and all necessary documents, including amendments, extensions, and modifications to the Agreement and Deed, 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. all in forms acceptable to the City Attorney, as deemed necessary to consummate the conveyance for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. 2 APPROVED AS TO FORM AND CORRECTNESS: 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission.